AB854: Bill Text

AB854,208,23 180.0403 (1) (a) A foreign corporation that has not obtained a certificate of authority to transact business in this state under subch. XV may register its corporate name, or a fictitious name adopted pursuant to s. 180.1506 (1), if the name is distinguishable upon on the records of the department from the names described in that are not available under s. 180.1506 (2) (a) 1. to 7. and if the foreign corporation delivers to the department for filing an application complying with par. (b) 4.

AB854,203 Section 203. 180.0403 (1) (b) of the statutes is repealed and recreated to read:

AB854,209,6 180.0403 (1) (b) To register its name or a fictitious name adopted pursuant to s. 180.1506 (1), a foreign corporation must deliver to the department for filing an application stating the foreign corporation's name, the jurisdiction and the date of its formation, and any fictitious name adopted pursuant to s. 180.1506 (1). If the department finds that the name applied for is available, the department shall register the name for the applicant's exclusive use.

AB854,204 Section 204. 180.0403 (1) (c) of the statutes is amended to read:

AB854,209,9 180.0403 (1) (c) The registration of a name under this section expires annually on December 31. The

AB854,209,15 (d) A foreign corporation whose name registration is effective may renew its the registration by delivering to the department for filing a renewal application, which complies with par. (b), between October 1 and December 31 of each year that the registration is in effect. The, a renewal application that complies with this section. When filed, the renewal application when filed renews the registration for the next year.

AB854,205 Section 205. 180.0501 of the statutes is renumbered 180.0501 (1m), and 180.0501 (1m) (intro.), (b) and (c), as renumbered, are amended to read:

AB854,209,25 180.0501 (1m) (intro.) Each corporation shall continuously designate and maintain in this state a registered office and registered agent in this state. The designation of a registered agent is an affirmation of the fact by the corporation that the agent has consented to serve. The registered office may, but need not, be the same as any of its the corporation's places of business. The registered office must be an actual physical location with a street address and not solely a post office box, mailbox service, or telephone answering service. The registered agent shall be any of the following:

AB854,210,5 (b) A domestic corporation, a nonprofit or nonstock corporation, a limited liability company, limited partnership, a or limited liability partnership, or a limited liability company, incorporated or organized in this state or that has in effect a statement of qualification under s. 178.0901, whose business office is identical with the registered office.

AB854,210,9 (c) A foreign corporation, nonprofit or nonstock corporation, limited partnership, registered limited liability partnership, or limited liability company if that entity is authorized to transact business in this state whose and the entity's business office is identical with the registered office.

AB854,206 Section 206. 180.0501 (2m) and (3m) of the statutes are created to read:

AB854,210,12 180.0501 (2m) A registered agent for a corporation must have an e-mail address and a place of business or activity in this state.

AB854,210,14 (3m) The only duties under this chapter of a registered agent that has complied with this chapter are the following:

AB854,210,17 (a) To forward to the corporation at the address most recently supplied to the agent by the corporation any process, notice, or demand pertaining to the corporation which is served on or received by the agent.

AB854,210,20 (b) If the registered agent resigns, to provide the notice required by s. 180.0503 to the corporation at the address most recently supplied to the agent by the corporation.

AB854,210,22 (c) To keep current the information with respect to the agent in the articles of incorporation.

AB854,207 Section 207. 180.0502 (1) (intro.) of the statutes is amended to read:

AB854,211,3 180.0502 (1) (intro.) A corporation may change its registered office or registered agent, or both, by doing any delivering to the department for filing a statement of change that states all of the following:

AB854,208 Section 208 . 180.0502 (1) (a) of the statutes is repealed and recreated to read:

AB854,211,5 180.0502 (1) (a) The name of the corporation or foreign corporation.

AB854,209 Section 209 . 180.0502 (1) (b) of the statutes is repealed and recreated to read:

AB854,211,8 180.0502 (1) (b) The information that is to be in effect as a result of the filing of the statement of change.

AB854,210 Section 210. 180.0502 (1) (c) of the statutes is repealed.

AB854,211 Section 211. 180.0502 (1m) and (1r) of the statutes are created to read:

AB854,211,13 180.0502 (1m) A statement of change under this section designating a new registered agent is an affirmation of fact by the corporation that the agent has consented to serve.

AB854,211,15 (1r) As an alternative to using the procedure in this section, a corporation may amend or restate its articles of incorporation.

AB854,212 Section 212. 180.0502 (2) of the statutes is repealed.

AB854,213 Section 213. 180.0502 (3) of the statutes is renumbered 180.0502 (3) (intro.) and amended to read:

AB854,212,2 180.0502 (3) (intro.) If the name or e-mail address of a registered agent changes or if the street address of a registered agent's business office changes, the registered agent may change the name or e-mail address of the registered agent or street address of the registered office of any corporation for which he, she, or it is the registered agent. To make a change under this subsection, the registered agent shall notify the corporation in writing of the change and deliver to the department for filing a signed statement of change that complies with sub. (2) and recites that the corporation has been notified of the change. and states all of the following:

AB854,214 Section 214. 180.0502 (3) (a), (b) and (c) of the statutes are created to read:

AB854,212,5 180.0502 (3) (a) The name of the corporation represented by the registered agent.

AB854,212,7 (b) The name, e-mail address, and street address of the agent as currently shown in the records of the department for the corporation.

AB854,212,8 (c) The new name, new e-mail address, or new street address of the agent.

AB854,215 Section 215. 180.0502 (5) of the statutes is created to read:

AB854,212,12 180.0502 (5) A registered agent promptly shall furnish notice to the represented corporation of the filing by the department of the statement of change and the changes made by the statement.

AB854,216 Section 216. 180.0503 (1) (intro.), (a), (b), (c) and (d) of the statutes are amended to read:

AB854,212,17 180.0503 (1) (intro.) The A registered agent of a corporation may resign as agent for a corporation by signing and delivering to the department for filing a statement of resignation that includes states all of the following information:

AB854,212,18 (a) The name of the corporation for which the registered agent is acting.

AB854,212,19 (b) The name of the registered agent.

AB854,212,21 (c) The street address of the corporation's current registered office and its principal office to which the department will send the notice required by sub. (2).

AB854,212,23 (d) A statement that That the registered agent resigns from serving as registered agent for the corporation.

AB854,217 Section 217. 180.0503 (4) and (5) of the statutes are created to read:

AB854,213,5 180.0503 (4) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the corporation. The resignation does not affect any contractual rights the corporation has against the agent or that the agent has against the corporation.

AB854,213,7 (5) A registered agent may resign with respect to a corporation whether or not the corporation is in good standing.

AB854,218 Section 218 . 180.0504 (1) of the statutes is repealed and recreated to read:

AB854,213,13 180.0504 (1) A corporation may be served with any process, notice, or demand required or permitted by law by serving its registered agent. The department may serve any written notice required or authorized under this chapter by e-mailing it to the registered agent's e-mail address on file with the department, and such notice shall be effective as provided in s. 180.0141.

AB854,219 Section 219. 180.0504 (2) (intro.), (a) and (c) of the statutes are amended to read:

AB854,213,22 180.0504 (2) (intro.) Except as provided in sub. (3), if a corporation has no registered agent or the its registered agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, or by similar delivery service, addressed to the corporation at its principal office. Service is perfected under this subsection , as shown on the records of the department on the date of sending. Service is perfected under this subsection at the earliest of the following:

AB854,213,24 (a) The date on which the corporation receives the mail or delivery by the commercial delivery service.

AB854,214,3 (c) Five days after its deposit it is deposited in the U.S. mail, or with the commercial delivery service, if mailed postpaid and correctly addressed and with sufficient postage or payment.

AB854,220 Section 220. 180.0504 (3) of the statutes is amended to read:

AB854,214,17 180.0504 (3) If process, notice, or demand in an action cannot be served on a corporation pursuant to sub. (1) or (2), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the corporation if the individual served is not a plaintiff in the action. Except as provided in s. 180.1421 (2m) (b), if the address of the corporation's principal office cannot be determined from the records held by of the department, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation's principal office or registered office, as most recently designated in the records of the department, is located. If the address of the corporation's principal office cannot be determined from the records of the department, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation's principal office or registered office, as most recently designated in the records of the department, is located.

AB854,221 Section 221 . 180.0504 (3m) of the statutes is created to read:

AB854,214,20 180.0504 (3m) Service of process, notice, or demand on a registered agent must be in a written record.

AB854,222 Section 222 . 180.0504 (4) of the statutes is repealed and recreated to read:

AB854,214,23 180.0504 (4) Service of process, notice, or demand on a registered agent may be made by other means under law other than this chapter.

AB854,223 Section 223. 180.0624 of the statutes is amended to read:

AB854,215,15 180.0624 Share rights, options and warrants. Unless the articles of incorporation provide otherwise before the issuance of the rights, options or warrants, a corporation may issue rights, options or warrants for the purchase of shares of the corporation. The rights, options or warrants may contain provisions that adjust the rights, options or warrants in the event of an acquisition of shares or a reorganization, merger, share interest exchange, sale of assets or other occurrence. Subject to the articles of incorporation, the board of directors shall determine the terms on which the rights, options or warrants are issued, their form and content, and the consideration for which the shares are to be issued. Notwithstanding s. 180.0601 (1) and any other provision of this chapter, and unless otherwise provided in the articles of incorporation before issuance of the rights, options or warrants, a corporation may before, on or after April 30, 1972, issue rights, options or warrants that include conditions that prevent the holder of a specified percentage of the outstanding shares of the corporation, including subsequent transferees of the holder, from exercising those rights, options or warrants.

AB854,224 Section 224 . 180.0704 (7) of the statutes is created to read:

AB854,215,23 180.0704 (7) Any person executing a consent may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time, including a time determined upon the happening of an event, and, for purposes of this section, if evidence of such instruction or provision is provided to the corporation, such later effective time shall serve as of the date of signature. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective.

AB854,225 Section 225 . 180.0821 (4) of the statutes is created to read:

AB854,216,7 180.0821 (4) Any person, whether or not then a director, may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time, including a time determined upon the happening of an event, and such consent shall be considered to have been given for purposes of this section at such effective time so long as the person is then a director and did not revoke the consent prior to that time. Any such consent shall be revocable prior to its becoming effective.

AB854,226 Section 226. Subchapter XI (title) of chapter 180 [precedes 180.1100] of the statutes is amended to read:

AB854,216,10 CHAPTER 180

AB854,216,11 SUBCHAPTER XI

AB854,216,13 MERGER, SHARE interest EXCHANGE, AND CONVERSION, and domestication

AB854,227 Section 227. 180.1100 (1) of the statutes is renumbered 180.1100 (1g).

AB854,228 Section 228. 180.1100 (1c) and (1e) of the statutes are created to read:

AB854,216,17 180.1100 (1c) “Acquired entity" means the entity all of one or more classes or series of interests of which are acquired in an interest exchange.

AB854,216,19 (1e) “Acquiring entity" means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.

AB854,229 Section 229. 180.1100 (1j), (1m), (1o), (1q), (1s), (1u) and (1w) of the statutes are created to read:

AB854,216,23 180.1100 (1j) “Constituent entity" means a merging entity or a surviving entity in a merger.

AB854,216,24 (1m) “Conversion" means a transaction authorized by s. 180.1161.

AB854,217,2 (1o) “Converted entity" means the converting entity as it continues in existence after a conversion.

AB854,217,3 (1q) “Converting entity" means an entity that engages in a conversion.

AB854,217,5 (1s) “Domesticated entity" means the domesticating entity as it continues in existence after a domestication.

AB854,217,7 (1u) “Domesticating entity" means either a non-United States entity or a Wisconsin corporation that engages in a domestication.

AB854,217,9 (1w) “Domestication" means a transaction authorized by ss. 180.1171 to 180.1175.

AB854,230 Section 230 . 180.1100 (2) and (3) of the statutes are amended to read:

AB854,217,14 180.1100 (2) “Domestic business entity" means a corporation, a limited liability company, as defined in s. 183.0102 (10) (8), a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.01 (7) 179.0102 (12), or a corporation, as defined in s. 181.0103 (5).

AB854,217,19 (3) “Foreign business entity" means a foreign limited liability company, as defined in s. 183.0102 (8) (5), a foreign partnership, as defined in s. 178.0102 (6), a foreign limited partnership, as defined in s. 179.01 (4) 179.0102 (6), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).

AB854,231 Section 231. 180.1100 (4) to (14) of the statutes are created to read:

AB854,217,21 180.1100 (4) “Interest" means any of the following:

AB854,217,22 (a) A share in a business corporation.

AB854,217,23 (b) A membership in a nonprofit or nonstock corporation.

AB854,217,24 (c) A partnership interest in a general partnership.

AB854,217,25 (d) A partnership interest in a limited partnership.

AB854,218,1 (e) A membership interest in a limited liability company.

AB854,218,2 (f) A membership interest or stock in a general cooperative association.